RALPH LAUREN CORP — Director's Dealing 2010

Mar 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLO RALPH LAUREN CORP (RL)
CIK: 0001037038
Period of Report: 2010-03-15

Reporting Person: LAUREN RALPH (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-15	Class A Common Stock	M	20833	$26.705	Acquired	538162.34	Direct
2010-03-15	Class A Common Stock	C	100000	—	Acquired	638162.34	Direct
2010-03-15	Class A Common Stock	S	69133	$80.22	Disposed	569029.34	Direct
2010-03-15	Class A Common Stock	S	47600	$81.37	Disposed	521429.34	Direct
2010-03-15	Class A Common Stock	S	4100	$82	Disposed	517329.34	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Class A Common Stock Option (Right to Buy)	$26.705	M	20833	Disposed	2011-06-19	Class A Common Stock (20833)	Direct
2010-03-15	Class B Common Stock	$0	C	100000	Disposed		Class A Common Stock (100000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5085623)	5085623	Indirect
Class B Common Stock	$		Class A Common Stock (2950648)	2950648	Indirect
Class B Common Stock	$		Class A Common Stock (233214)	233214	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person in connection with his individual long-term strategy for estate planning.

F2: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $79.92 to $80.91. Upon request of the SEC staff, Polo Ralph Lauren Corporation (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

F3: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $80.93 to $81.93. Upon request of the SEC staff, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

F4: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $81.935 to $82.05. Upon request of the SEC staff, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

F5: The options vested and became exercisable in three equal annual installments beginning on June 19, 2002. These options are scheduled to expire on June 19, 2011.

F6: The reporting person has the right, at his option, at any time and from time to time, to convert shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.

F7: Reflects a distribution to the reporting person of 819,343 shares of Class B Common Stock on March 9, 2010 from grantor retained annuity trusts, of which the reporting person is a trustee.

F8: Reflects a distribution on March 9, 2010 to the reporting person's wife of 233,214 shares of Class B Common Stock from a grantor retained annuity trust of the reporting person's wife, of which she is a trustee.